Deed of Waiver and Assumption of Debt by and between Horizon Investment Club Limited and the Company dated May 23, 2016

Horizon as vendor and Red Point Holdings L.P. as purchaser is proposed to enter into a share purchase agreement in respect of certain shares of Theron (the “Agreement”).

On or before the date of this Agreement, Theron is indebted to Horizon loans or advancements in the total sum of US$307,818 (the " Loan"); and is indebted to Sino Light Group Limited under a promissory note dated 3 May, 2011 (the “Promissory Note”) in the principal amount of US$50,000 bearing interest at 5% per annum and has been matured and in default.

Pursuant to the terms on this Agreement, Horizon shall execute this Deed in favour of Theron in accordance with the terms hereinafter contained.

DEFINITIONS AND INTERPRETATION

In this Deed (including the recital), the following words and expressions shall have the following meanings:-

WAIVER

In consideration of the mutual promises and other valuable consideration (the receipt and sufficiency of which is hereby acknowledged),

Horizon hereby absolutely waives, releases and discharges Theron from all its obligations to repay the Loan and all liabilities arising from and in connection with the Loan and all Claims whatsoever, wheresoever and howsoever arising which Horizon has or may have, at any time, against Theron based upon, arising out of, by reason of or in respect of the Loan; and

Horizon hereby agrees, confirms and declares that, upon execution of this Deed, all its rights, title, benefits, interests and chose in action in relation to the Loan shall be absolutely extinguished for all purposes and Theron shall no longer owe any sum of money to Horizon.

Horizon further covenants and agrees that it shall not to, whether by itself or join, assist, aid or act in concert in any matter whatsoever with any other person, firm or corporation, in the making of any Claim or in the bringing of any proceeding or action in any manner whatsoever arising out of or in relation to the Loan.

ASSUMPTION OF DEBT

In consideration of the mutual promises and other valuable consideration (the receipt and sufficiency of which is hereby acknowledged),

Horizon and Theron hereby agree and confirm that Theron hereby novates and transfers to Horizon all its obligations and liabilities under the Promissory Note including all principal amount, accrued interests, or default interests arising under Promissory Note and such other liabilities accrued or incurred by Theron prior to the closing date of the Agreement; and Horizon hereby assumes and takes over all of Theron’s obligations and liabilities under the Promissory Note and such other liabilities accrued or incurred by Theron prior to the closing date.

Horizon hereby agrees to satisfy all Claim in connection with the Promissory Note and such other liabilities accrued or incurred by Theron prior to the closing date of the Agreement.

GOVERNING LAW AND JURISDICTION

This Deed and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts.